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Can AI help us review a contract the other side has drafted?

Yes, for the mechanical half of the work: mapping obligations, dates, figures, defined terms and cross references, with page references you can check. Whether a term is acceptable for your client stays with the fee earner.

Alesis · · 5 min read

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Photo by Odd Sun on Unsplash

Yes, for the mechanical half of the work. An AI tool can map an incoming draft, pull out who owes what to whom, list the dates, figures and notice periods, flag defined terms that are used but never defined, and answer specific questions about what the document says with a page reference you can check. What it cannot do is tell you whether a clause is acceptable for your client. That judgement, and the letter that goes back to the other side, stay with the fee earner.

What a contract review actually involves

It helps to separate the stages, because they are not equally suited to a tool.

First there is reading and mapping: working out how the document is put together, what the operative provisions are, where the schedules bite, what the defined terms do. This is careful, slow, unglamorous work, and it is where mistakes are made when a draft lands late on a Thursday.

Second, comparing the draft against your instructions and against the position your firm would normally take. Third, judging the risk: which departures matter, which are noise, what your client will actually tolerate. Fourth, responding: the mark-up, the covering letter, the call.

An AI tool is useful in the first stage and can support the second. The third and fourth stages are legal and commercial judgement, and they are yours.

The parts a tool can take off you

On a long draft with schedules and appendices, these are the tasks that eat an afternoon and produce no value beyond accuracy:

  • Listing the obligations, and which party carries each one.
  • Extracting every date, term, notice period and renewal mechanism, with the calculation set out rather than asserted.
  • Extracting the money: caps, thresholds, indexation, payment triggers, interest provisions.
  • Finding defined terms that appear in the operative clauses but are missing from the definitions, and definitions that are never used.
  • Checking cross references, including the ones that point to a clause that no longer exists after the other side's renumbering.
  • Spotting inconsistencies between the body and a schedule, or between two clauses that plainly came from different precedents.
  • Answering targeted questions such as "what does this draft say about assignment" and pointing you at the page, so you read the clause rather than a paraphrase of it.

That last point matters. The value is not the summary. The value is being taken to the right page quickly, in a document you have not read before.

What stays with the fee earner

Three things in particular.

Acceptability. Whether a liability cap, an indemnity or a termination right is tolerable depends on the deal, the client, the commercial relationship and what your client is willing to trade. No tool knows any of that unless you tell it, and even then the decision is a professional one.

Silence. The hardest problem in reviewing someone else's draft is what is not there. A tool reads the document in front of it. It does not know what a well advised party in your client's position would have insisted on and did not get. You bring that, from your precedents, your experience of the sector and your knowledge of the transaction.

The response. The mark-up, the fallback positions, the order in which you concede things: that is negotiation, not extraction.

Be careful, too, with anything that asks the tool to judge rather than report. "Is this clause unusual" invites a confident answer with nothing behind it. "What does clause 14 say about notice, and where is it" invites something you can verify in ten seconds.

A process that holds up

  1. Skim the draft yourself first, at least far enough to understand the structure. You need to be able to tell when an answer is wrong.
  2. Ask narrow questions rather than requesting a general summary. Narrow questions produce checkable answers.
  3. Open every page cited. If a point matters enough to go in your advice, you have read the clause it came from.
  4. Treat the extracted lists as working notes, not as the review. They are a starting map, and they belong on the file as notes.
  5. Check that nothing was skipped. Scanned or badly converted pages are common in contract exchanges, and a page that could not be read is a page that could contain the clause you needed.
  6. Record what you checked and what you relied on, so a supervisor or a future reader of the file can see how the review was done.

For a firm of four to fifty fee earners, the honest gain here is time on the first pass and fewer missed cross references, not a shorter review. You still read the clauses that matter. You just spend less of the day finding them.

Where Alesis fits

Alesis answers questions about a matter from the matter's own papers and names the page each answer came from; if the papers do not say, it says so. Documents are read page by page, so citations point at pages, and any page it could not read is flagged rather than skipped. It counts key dates and figures with the working shown, each step carrying the rule that allows it. It prepares drafts for a qualified person to review and sign off, assists qualified professionals rather than replacing them, and does not provide legal advice.

Alesis assists qualified professionals and does not replace them; nothing here is legal advice. If a point above is wrong or out of date, write to us and we will correct it in writing.

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